European
Investment
Bank
£100,000,000
83/4per cent. Bonds Due 2017
(to be consolidated and form a single series with the existing £900,000,000
83/4per cent. Bonds due 2017 issued in four tranches on 14th February, 1995, 9th June, 2000,
11th October, 2000 and 14th November, 2000)
Issue Price: 133.847 per cent.
(plus 86 days' accrued interest)
Interest on the £100,000,000 83/4per cent. Bonds Due 2017 (the "Bonds") will be payable annually in arrear on
25th August in each year. For the avoidance of doubt, the Bonds now being issued, notwithstanding that they
will be represented by a Permanent Global Bond, exchangeable in limited circumstances for Definitive Bearer
Bonds, will have the Coupons relating to payments of interest in respect of the periods from, and including,
14th February, 1995 to, but excluding 25th August, 2000, cancelled on issue.
Application has been made to the Financial Services Authority in its capacity as the UK Listing Authority (the "UK
Listing Authority") for the Bonds to be admitted to the official list of the UK Listing Authority (the "Official List")
and to the London Stock Exchange plc (the "London Stock Exchange") for the Bonds to be admitted to trading by
the London Stock Exchange, which together, under the Listing Rules of the UK Listing Authority, will constitute
official listing on the London Stock Exchange, where the Existing Bonds (as defined below) are listed. Copies of
this document, which comprises listing particulars prepared in compliance with the listing rules made under
Section 142 of the Financial Services Act 1986, as amended, by the UK Listing Authority, have been delivered to
the Registrar of Companies in England and Wales for registration in accordance with Section 149 of that Act.
The Bonds will, unless previously redeemed or purchased and cancelled, be redeemed at their principal amount
on 25th August, 2017.
On the Closing Date (as defined below) the Bonds will be consolidated with the existing £900,000,000 83/4per
cent. Bonds due 2017 of European Investment Bank issued in four tranches on 14th February, 1995, 9th June,
11th October, 2000 and 14th November, 2000 (the "Existing Bonds").
The Bonds will initially be represented by a permanent global bond without interest coupons (the "Global Bond")
which is expected to be deposited with a common depositary for the Euroclear System ("Euroclear") and
Clearstream Banking, société anonyme ("Clearstream, Luxembourg") on or about 21st November, 2000 (the
"Closing Date"). The Existing Bonds are initially represented by existing global bonds in the aggregate principal
amount of £900,000,000 which were deposited with a common depositary for Euroclear and Cedel Bank,
société anonyme (now Clearstream, Luxembourg) and Clearstream Luxembourg on 14th February, 1995,
9th June, 2000, 11th October, 2000 and 14th November, 2000 respectively (the "Existing Global Bonds" and,
together with the Global Bond the "Global Bonds" and each a "Global Bond"). Each Global Bond will be
exchangeable in whole, but not in part, for definitive Bonds in bearer form ("Definitive Bearer Bonds") in the
limited circumstances set out in the relevant Global Bond. Holders of the Bonds represented by a Global Bond
or the holders of the Definitive Bearer Bonds (together the "Bearer Bonds") may exchange some or all of their
Bearer Bonds for an equal amount of Bonds in registered form ("Registered Bonds") in integral multiples of
£1,000. The holders of the Registered Bonds may exchange such Registered Bonds for an equal amount of
Bearer Bonds in integral multiples of £1,000. Such exchange will take effect on the fifth Business Day (as
defined herein) following delivery of a notice requiring exchange by the relevant holder, as described herein.
A notice requiring exchange may not be delivered during the period of 27 Business Days prior to any interest
payment date.
Under current United Kingdom legislation, payments of interest on the Bonds in bearer or registered form will be
made without withholding on account of United Kingdom income tax.
Goldman Sachs International
The date of this Offering Circular is 17th November, 2000
European Investment Bank ("EIB") accepts responsibility for the information contained in this
document. To the best of the knowledge and belief of EIB (which has taken all reasonable care to
ensure that such is the case) the information contained in this document is in accordance with the
facts and does not omit anything likely to affect the import of such information.
No person has been authorised to give any information or to make any representations, unless
contained in this document, in connection with the issue, purchase or sale of the Bonds and any
information or representations not contained herein must not be relied upon as having been
authorised by EIB or the Manager (as defined on page 11).
Neither the delivery of this document nor any purchase or sale made in connection herewith shall,
under any circumstances, constitute a representation or create any implication that there has been
no change since the date of this document in the affairs of EIB or that other information contained
herein has remained accurate and complete.
The distribution of this Offering Circular and the offering or sale of the Bonds in certain jurisdictions
may be restricted by law. Persons into whose possession this Offering Circular comes are required
by EIB and the Manager to inform themselves about and to observe any such restrictions. For a
description of certain restrictions on offers and sales of Bonds and on distribution of this Offering
Circular see "Subscription and Sale".
References herein to "pounds sterling" or " £ " are to the currency of the United Kingdom.
In connection with this issue, Goldman Sachs International may over-allot or effect transactions which
stabilise or maintain the market price of the Bonds at a level which might not otherwise prevail. Such
stabilising, if commenced, may be discontinued at any time.
TABLE OF CONTENTS
Page
Terms and Conditions of the Bonds
3
Use of Proceeds
9
United Kingdom Taxation
10
Subscription and Sale
11
General Information
12
2
TERMS AND CONDITIONS OF THE BONDS
There follows the text of the terms and conditions (the "Conditions") which (subject to completion and
amendment) will appear on each Bond whether in global or definitive form:—
The 83/4per cent. Bonds due 2017 of European Investment Bank ("EIB") are issued in an aggregate
principal amount of £1,000,000,000 of which £500,000,000 were issued on 14th February, 1995,
£100,000,000 were issued on 9th June, 2000, £150,000,000 were issued on 11th October, 2000 and
£150,000,000 were issued on 14th November, 2000 (the "Existing Bonds") and £100,000,000 were
issued on 21st November, 2000 (the "Further Bonds"). The Existing Bonds and the Further Bonds
are together referred to as the "Bonds" which expression in these Terms and Conditions, unless the
context otherwise requires, shall mean (i) in relation to Bonds represented by the Global Bonds (as
defined below), units of £1,000 principal amount of the Bonds, (ii) definitive Bonds in bearer form
("Definitive Bearer Bonds"), (iii) Bonds in registered form ("Registered Bonds") and (iv) the Global
Bonds. The Bonds have the benefit of a Fiscal, Registrar's, Paying and Exchange Agency Agreement
dated 14th February, 1995 as supplemented by a First Supplemental Fiscal, Registrar's Paying and
Exchange Agency Agreement dated 9th June, 2000, as supplemented by a Second Supplemental
Fiscal, Registrar's, Paying and Exchange Agency Agreement dated 11th October, 2000, as
supplemented by a Third Supplemental Fiscal, Registrar's Paying and Exchange Agency Agreement
dated 14th November, 2000 and as supplemented by a Fourth Supplemental Fiscal, Registrar's
Paying and Exchange Agency Agreement dated 21st November, 2000 (together, the "Agency
Agreement") made between EIB, The Governor and Company of the Bank of England at its specified
offices in London and Gloucester as registrar (the "Registrar"), fiscal and principal paying agent (the
"Fiscal Agent") and exchange agent (the "Exchange Agent") and Midland Bank plc (now HSBC Bank
plc) and HSBC Bank plc respectively as common depositary. The Issuer shall maintain a paying agent
in London until the date on which the Bonds are finally redeemed. Certain statements in these Terms
and Conditions are summaries of, and are subject to, the detailed provisions of the Agency Agreement
(which includes the forms of the Global Bonds, the Definitive Bearer Bonds, the Registered Bonds, the
interest coupons appertaining to the Definitive Bearer Bonds ("Coupons", which expression shall,
unless the context otherwise requires, include the talons referred to below) and the talons ("Talons")
for further Coupons). Copies of the Agency Agreement are available for inspection at the specified
offices of the Fiscal Agent and the Registrar. The holders of the Bonds, the holders of the Coupons
and the holders of the Global Bonds are entitled to the benefit of, are bound by, and are deemed to
have notice of, all the provisions of the Agency Agreement.
Form, Denomination, Title and Transfer
(a) The Existing Bonds are initially represented by permanent global bonds (the "Existing Global
Bonds") without interest coupons or talons attached, in the aggregate principal amount of
£900,000,000 and which have been deposited on behalf of the subscribers of the Bonds with a
common depositary for Morgan Guaranty Trust Company of New York, Brussels office, as
operator of the Euroclear System ("Euroclear") and Cedel Bank société anonyme ("Cedel" now
Clearstream, Luxembourg) and Clearstream Banking, société anonyme
("Clearstream
Luxembourg") on 14th February, 1995, 9th June, 2000, 11th October, 2000 and 14th November,
2000 respectively. The Further Bonds are initially represented by a permanent global bond (the
"Further Global Bond") without interest coupons or talons attached, in the aggregate principal
amount of £100,000,000 and which has been deposited on behalf of the subscribers of the
Bonds with a common depositary for Euroclear and Clearstream, Luxembourg on 21st November,
2000 (the "Closing Date"). The Existing Global Bond and the Further Global Bond are together
referred to as the "Global Bonds" and each a "Global Bond". Upon deposit of each Global Bond,
Euroclear and/or Cedel/Clearstream, Luxembourg, as the case may be, has credited each
subscriber with a principal amount of Bonds equal to the principal amount thereof for which such
subscriber has subscribed and paid. Each Global Bond is exchangeable in whole, but not in part, in
the limited circumstances set out therein (which includes exchange at the option of EIB), for
Definitive Bearer Bonds, serially numbered, in the denominations of £1,000, £10,000 and
£500,000 each with Coupons and one Talon (if appropriate) attached on issue. Title to each
Global Bond, the Definitive Bearer Bonds and the Coupons shall pass by delivery. Each Global
Bond is also exchangeable for Registered Bonds. Registered Bonds will (subject to the provisions
of "Exchange" below) be issued in the denomination of £1 and integral multiples thereof without
3
interest coupons. Title to the Registered Bonds will pass upon the registration of transfers in the
register (the "Register") maintained by the Registrar in accordance with the provisions of the
Agency Agreement.
(b) For so long as any Bonds are represented by a Global Bond, each person who is for the time being
shown in the records of Euroclear and/or Clearstream, Luxembourg as the holder (each an
"Accountholder") of a particular principal amount of such Bonds (in which regard any certificate
or other document issued by Euroclear or Clearstream, Luxembourg as to the principal amount of
such Bonds standing to the account of any person shall be conclusive and binding for all purposes)
shall be treated by EIB as a holder of such principal amount of such Bonds for all purposes other
than with respect to the payment of principal and interest on such Bonds, the right to which shall
be vested, as against EIB, solely in the bearer of the relevant Global Bond in accordance with and
subject to its terms and the terms of the Agency Agreement.
(c) For so long as any Bonds are represented by a Global Bond, such Bonds will be transferable in
accordance with the rules and procedures for the time being of Euroclear or Clearstream,
Luxembourg, as appropriate.
(d) A Registered Bond may be transferred in whole or in part (in the principal amount of £1 or any
integral multiple thereof) by instrument in writing as if such Bond were a security to which
Section 1 of the Stock Transfer Act 1963 applied or by any other manner approved by EIB and
the Registrar. Pursuant to the Stock Transfer Act 1982 and regulations made under that Act, a
Registered Bond may also be transferred by a holder who is a member of the Central Gilts
Office ("CGO") entitled to use the CGO service operated by the Central Gilts Office of the Bank
of England through the medium of the CGO service and in accordance with its rules for the time
being in force.
Exchange
Exchange of interests in the Global Bond for Registered Bonds
An Accountholder may, from and including 1st March, 1995 (the "Date of Exchange"), exchange all or
part of its holding of Bonds represented by a Global Bond for an equal amount of Registered Bonds in
integral multiples of £1,000 by delivery of a duly completed request for exchange (in the form for the
time being obtainable from the Exchange Agent (a "Registered Request")) to Euroclear or
Clearstream, Luxembourg, as the case may be, with a copy to the Exchange Agent and to HSBC
Bank plc (the "Common Depositary"), provided that no Registered Request may be delivered during
the period of 27 Business Days (as defined below) prior to any interest payment date.
Upon receipt of a Registered Request, Euroclear or Clearstream, Luxembourg, as the case may be,
shall verify that the Accountholder requesting exchange of all or part of its holding of Bonds
represented by a Global Bond is the holder thereof according to the books of Euroclear or
Clearstream, Luxembourg, as the case may be. Such verification shall be carried out in accordance
with the rules and operating procedures for the time being of Euroclear and Clearstream, Luxembourg.
Interest on a Registered Bond issued on exchange will accrue as from the immediately preceding
interest payment date. The exchange of Bonds represented by the Global Bond for Registered Bonds
will take effect on the fifth Business Day after the Registered Request has been delivered to the
Exchange Agent (the "Registered Exchange Date").
On the Registered Exchange Date, the Common Depositary shall, on the instructions of Euroclear and/
or Clearstream, Luxembourg, cause the relevant Global Bond to be adjusted to reflect the decrease in
the principal amount of Bonds represented by the Global Bond on such Registered Exchange Date. In
addition, the Registrar will, within three Business Days after such Registered Exchange Date, send by
mail (if the Accountholder is not a member of the CGO service) at the risk of the Accountholder to
such address as may be specified by the Accountholder in the Registered Request, Registered
Bonds of a like principal amount of the principal amount to the Bonds exchanged. If the
Accountholder is a member of the CGO service, the Registrar will arrange for the relevant CGO
account balance to be credited in accordance with the rules for the time being of the CGO service.
Exchange of Registered Bonds for interests in the Global Bond
A holder of Registered Bonds may, from and including the Date of Exchange, exchange such
Registered Bonds in whole or in part for an equal holding of Bonds represented by a Global Bond in
4
integral multiples of £1,000 by delivery of a duly completed request for exchange signed by or on
behalf of all of the registered holders (in the form for the time being obtainable from the Exchange
Agent (a "Bearer Request")) to the Exchange Agent, together with (in the case of Registered Bonds
not held within the CGO service) the relevant Registered Bonds, provided that no Bearer Request may
be delivered during the period of 27 Business Days prior to any interest payment date.
Upon receipt of a Bearer Request, the Exchange Agent shall, in accordance with the terms of the
Agency Agreement, verify that such Bearer Request has been duly completed in accordance with its
terms and is accompanied by (in the case of Registered Bonds not held within the CGO service) the
Registered Bonds to which such application relates.
Interest on a Registered Bond surrendered for exchange will cease to accrue as from the interest
payment date immediately preceding the date of surrender. The exchange of Registered Bonds for
Bonds represented by a Global Bond will take effect on the fifth Business Day after the Bearer
Request has been delivered to the Exchange Agent (the "Bearer Exchange Date").
On the Bearer Exchange Date, the Common Depositary shall, having received prior instructions from
the Exchange Agent, cause the relevant Global Bond to be adjusted to reflect the increase in the
principal amount of Bonds represented by the Global Bond on such Bearer Exchange Date and
Euroclear or Clearstream, Luxembourg, as the case may be, will credit the account of the
Accountholder at Euroclear or Clearstream, Luxembourg, as the case may be, with the Bonds so
exchanged. In the case of exchange of part only of a Registered Bond not held within the CGO
service, a Registered Bond for the balance after such exchange will be sent by mail by the Registrar
(at the risk of the holder of the Bond) to such address as the holder of the Bond may request. If the
Registered Bond is held within the CGO service, the Registrar will arrange for the relevant CGO
account balance to be debited in accordance with the rules for the time being of the CGO service.
Exchange of Definitive Bearer Bonds for Registered Bonds
A holder of Definitive Bearer Bonds may, from and including the Date of Exchange, exchange such
Definitive Bearer Bonds for Registered Bonds by delivery of a Registered Request to the Exchange
Agent together with the relevant Definitive Bearer Bonds provided that no Registered Request may
be presented during the period of 27 Business Days prior to any interest payment date. Definitive
Bearer Bonds are exchangeable in principal amounts of £1,000 or integral multiples thereof for the
same aggregate principal amount of Registered Bonds, provided that all unmatured Coupons relating
thereto are attached thereto or are surrendered therewith.
Upon receipt of a Registered Request, the Exchange Agent shall, in accordance with the terms of the
Agency Agreement, verify that such Registered Request has been duly completed in accordance with
its terms and is accompanied by the Definitive Bearer Bonds to which such application relates.
Interest on a Registered Bond issued on exchange will accrue from the immediately preceding interest
payment date. The exchange of Definitive Bearer Bonds for Registered Bonds will take effect on the
Registered Exchange Date.
Within three Business Days after the Registered Exchange Date, the Registrar will send by mail (if the
holder of the Bond is not a member of the CGO service) at the risk of the holder of the Bond to such
address as may be specified by the holder of the Bond in the Registered Request, a Registered Bond
of a like aggregate principal amount to the Definitive Bearer Bond exchanged. If the holder of the Bond
is a member of the CGO service, the Registrar will arrange for the relevant CGO account balance to be
credited in accordance with the rules for the time being of the CGO service.
Exchange of Registered Bonds for Definitive Bearer Bonds
A holder of Registered Bonds may, from and including the Date of Exchange, exchange such
Registered Bonds for Definitive Bearer Bonds by delivery of a Bearer Request to the Exchange
Agent signed by or on behalf of all the registered holders of such Bonds, together with (in the case
of Registered Bonds not held within the CGO service) the relevant Registered Bonds provided that
no Bearer Request may be presented during the period of 27 Business Days prior to any interest
payment date. Registered Bonds are exchangeable in whole or in part in principal amounts of £1,000
or integral multiples thereof for the same aggregate principal amount of Definitive Bearer Bonds.
5
Upon receipt of a Bearer Request, the Exchange Agent shall, in accordance with the terms of the
Agency Agreement, verify that such Bearer Request has been duly completed in accordance with its
terms and is accompanied by (in the case of Registered Bonds not held within the CGO service) the
Registered Bonds to which such application relates.
Interest on the Registered Bonds surrendered for exchange will cease to accrue as from the interest
payment date immediately preceding the date of surrender. The exchange of Registered Bonds for
Definitive Bearer Bonds will take effect on the Bearer Exchange Date.
The Exchange Agent will, within three Business Days of the Bearer Exchange Date (or such longer
period as may be required for such delivery), deliver at its specified office or (at the risk and if mailed
at the request of the holder of the Bond otherwise than by ordinary uninsured mail, at the expense of
the holder of the Bond) send by mail to such address as may be specified by the holder of the Bond in
the Bearer Request the Definitive Bearer Bond or Definitive Bearer Bonds requested together with all
Coupons in respect of all interest payments falling after the Bearer Exchange Date. If the Registered
Bond is held within the CGO service, the Registrar will arrange for the relevant CGO account balance
to be debited in accordance with the rules for the time being of the CGO service. In the case of
exchange of part only of a Registered Bond not held within the CGO service, a Registered Bond for
the balance after such exchange will be sent by mail by the Registrar (at the risk of the holder of the
Bond) to such address as the holder of the Bond may request.
Costs of Exchange
Holders of the Bonds will not be required to bear the costs and expenses of effecting any registration
of transfer or any exchanges provided above, except for any costs or expenses of delivery other than
by ordinary uninsured mail and except that EIB may require the payment of the sums sufficient to
cover any stamp duty, tax or other governmental charge that may be imposed in relation to the
registration or exchange.
Delivery of a Registered Request or a Bearer Request
Delivery of a Registered Request or a Bearer Request shall constitute an irrevocable election
holder of the Bonds to exchange such Bonds on the relevant Registered Exchange Date or
Exchange Date, as the case may be. After the delivery of such Registered Request or
Request, the holder of the relevant Bonds may not otherwise transfer such Bonds until such
have been exchanged.
by the
Bearer
Bearer
Bonds
"Business Day" means a day (excluding a Saturday or a Sunday) on which commercial banks and
foreign exchange markets settle payments in London.
Interest
The Bonds bear interest from 14th February, 1995 at the rate of 8 3/4 per cent. per annum, payable
annually in arrear on 25th August in each year. For the avoidance of doubt, the Coupons attached to
the Further Bonds relating to the payments of interest in respect of the Bonds up to, and including,
25th August, 2000 have been cancelled on issue. The Bonds will cease to bear interest from the due
date for redemption unless, upon due presentation, payment of principal is improperly withheld or
refused. Where interest is to be calculated in respect of a period of less than one year, it will be
calculated on the basis of a 360-day year of twelve months of thirty days each and, in the case of an
incomplete month, the number of days elapsed.
Redemption and Purchase
Unless previously redeemed or purchased and cancelled as described herein, EIB will redeem the
Bonds at par on 25th August, 2017.
EIB may purchase Bonds at any time in the open market or otherwise and may surrender them to the
Fiscal Agent for cancellation.
Payments and Exchange of Talons
EIB has agreed to maintain a paying agent in London and a Registrar in the United Kingdom. EIB has
the right to terminate the appointment of any paying agent and the Registrar and to appoint other
paying agents and a successor Registrar upon the terms and subject to the conditions provided in
the Agency Agreement.
6
Payments of principal and interest on the Bonds which are represented by a Global Bond will be made
only to the bearer of the Global Bond against presentation of the Global Bond. A record of each
payment will be made on the Global Bond. The bearer of a Global Bond shall be the only person
entitled to receive payments on the Global Bond and EIB will be discharged by payment to, or to the
order of, the bearer of the Global Bond in respect of each amount so paid. Each of the persons shown
in the records of Euroclear or Clearstream, Luxembourg as a holder of a particular principal amount of
Bonds must look solely to Euroclear or Clearstream, Luxembourg, as the case may be, for his share of
each payment so made by EIB to, or to the order of, the bearer of the relevant Global Bond. EIB has
covenanted in each Global Bond that it will make all such payments to the bearer of the relevant Global
Bond and has acknowledged that each Accountholder may take proceedings directly to enforce such
covenant.
Definitive Bearer Bonds and Coupons may be presented for payment in pounds sterling, subject to
applicable laws and regulations, only at such paying agents as EIB shall from time to time appoint.
Payments with respect to the Definitive Bearer Bonds will be made against surrender of either the
Definitive Bearer Bonds or, as the case may be, Coupons and will, at the holder's option and subject
to applicable laws and regulations, be made by a pounds sterling cheque drawn on an account with a
bank in London or by transfer to an account maintained by the payee with a bank in London.
Payments of principal and interest on each Registered Bond will be made by a pounds sterling warrant
drawn on an account with a bank in London and mailed to the holder (or to the first named of joint
holders) (at the risk of such holder) of the Registered Bond appearing on the Register at the close of
business on the twenty second Business Day before the relevant due date (the "Record Date") at his
address shown on the Register on the Record Date or otherwise in accordance with the relevant
holder's instructions. In the case of payment of principal in respect of a Registered Bond not held
within the CGO service, such payment will be made against delivery and surrender of the Registered
Bond at the specified office of the Registrar.
If the due date for payment of any amount of principal or interest in respect of any Bond or Coupon is
not a business day, the holder thereof will not be entitled to payment of such amount until the next
following business day and will not be entitled to any further interest or other payment in respect of
such delay. For this purpose, "business day" means any day on which banks are open for business in
the place of the specified office of the paying agent (or the Registrar in the case of payments of
principal in respect of Registered Bonds) at which the Bond or Coupon is presented for payment and,
in the case of payment by transfer to an account maintained by the holder with a bank in London, in
London. Any money deposited by EIB for the payment of the principal of, or interest on, any of the
Bonds or Coupons, and remaining unclaimed for the duration of the prescription period provided in
"Prescription" below after such amounts shall have become due and payable, will be repaid to EIB.
On and after the interest payment date on which the final Coupon comprised in any Coupon sheet
matures, the Talon comprised in the Coupon sheet may be surrendered at the specified office of any
paying agent in exchange for a further Coupon sheet and a Talon (if appropriate), subject to the
provisions of "Prescription" below. Each Talon shall, for the purposes of these Conditions, be
deemed to mature on the interest payment date on which the final Coupon comprised in the relative
Coupon sheet matures.
If the Bonds become prematurely due and payable, each Bond should be presented for payment
together (in the case of Definitive Bearer Bonds) with all unmatured Coupons appertaining thereto
(which expression, for the avoidance of doubt, shall include Coupons falling to be issued on
exchange of matured Talons), failing which the face value of any missing unmatured Coupons will be
deducted from the sum due for payment. The amount so deducted will be paid against surrender of
the relevant Coupon within the relevant prescription period provided below. Upon any of the Bonds
becoming due and repayable the unmatured Talons appertaining to Definitive Bearer Bonds will
become void for all purposes and no further Coupons will be issued in respect thereof.
Status of the Bonds and Negative Pledge
The Bonds are unconditional, direct and general obligations of EIB, for the payment and performance
of which the full faith and credit of EIB will be pledged. The Bonds will rank pari passu, without any
preference one above the other by reason of priority of date of issue, currency of payment or
otherwise, with all other indebtedness of EIB for money borrowed, except for indebtedness (a)
7
incurred for all or part of the purchase price of property purchased by EIB and (b) secured by a lien,
pledge or other charge on such property but otherwise ranking pari passu with the Bonds. If EIB
shall in the future secure any present or future indebtedness for money borrowed by any lien, pledge
or other charge on any of its present or future assets or revenues (other than liens, pledges or charges
on property purchased by EIB as security for all or part of the purchase price), the Bonds will be
secured by such lien, pledge or other charge equally and rateably with such indebtedness, and the
instrument creating such lien, pledge or other charge will expressly so provide.
Default
The holder of any Bond may, by written notice to EIB delivered before all defaults shall have been
remedied, cause such Bond to become due and payable, together with accrued interest thereon to
the date of payment, as of the date on which the said notice of acceleration is received by EIB in the
event that:—
(a) EIB shall default in any payment of interest in respect of any of the Bonds and such default shall
not have been remedied by payment thereof within 30 days after written notice of such default
shall have been given by a holder of any Bond to EIB at its office at 100, Boulevard Konrad
Adenauer, L-2950 Luxembourg or at such other address as shall be notified to the holders of the
Bonds in accordance with "Notices" below; or
(b) EIB shall default in the due performance of any of its other obligations in respect of the Bonds and
such default shall continue for a period of 30 days after written notice thereof shall have been
given by the holder of any Bond to EIB at its said office or at such other address as shall be
notified to the holders of the Bonds in accordance with "Notices" below; or
(c) any other indebtedness of EIB for borrowed money shall become due and payable prior to the
stated maturity thereof as a result of a default thereunder or any such indebtedness shall not be
paid at the maturity thereof as extended by any applicable grace period therefor or any guarantee
given by EIB for borrowed money shall not be honoured within 30 days when due and called upon
in accordance with its terms.
Replacement of Bonds and Coupons
If a Global Bond, any Registered Bond, any Definitive Bearer Bond or Coupon is mutilated, destroyed,
stolen or lost, it may be replaced at the office of the Fiscal Agent or the Registrar, as the case may be,
subject to the terms of the Agency Agreement.
Prescription
Interest will cease to be payable after five years from the relevant interest payment date and principal
after ten years from the due date for payment thereof. There shall not be included in any Coupon
sheet issued upon exchange of a Talon, any Coupon the payment in respect of which would not be
made pursuant to this Condition or pursuant to "Payments" and "Exchange of Talons" above.
Notices
Any notice regarding the Bonds represented by a Global Bond will be valid if given to Euroclear and
Clearstream, Luxembourg for communication by them to their relevant Accountholders.
Any notice to the holders of Definitive Bearer Bonds shall be valid if published in the Financial Times,
or, if the said newspaper shall cease to be published or timely publication thereof shall not be
practicable, in such other newspaper as the Fiscal Agent shall deem necessary to give fair and
reasonable notice to the holders of the Definitive Bearer Bonds and Coupons.
Any notice to holders of Registered Bonds will be mailed to them at their respective addresses in the
Register and deemed to have been given on the fourth weekday (being any day other than a Sunday)
after the date of mailing, provided that, if at any time by reason of suspension or curtailment (or
expected suspension or curtailment) of postal services within the United Kingdom or elsewhere, EIB
is unable effectively to give notice to holders of Registered Bonds through the post, notices to holders
of Registered Bonds will be valid if given in the manner set out in the preceding paragraph.
8
Further Issues
EIB shall be at liberty from time to time, without the consent of the holders of the Bonds and the
Coupons, to create and issue further Bonds so as to form a single issue with the Bonds pursuant to
an agreement supplemental to the Agency Agreement.
Governing Law and Jurisdiction
The Bonds and the Coupons are governed by, and shall be construed in accordance with, English law.
No rights are conferred on any person under the Contracts (Rights of Third Parties) Act 1999 to enforce
any term of this Bond, but this does not affect any right or remedy of any person which exists or is
available apart from that Act. Claims against EIB thereunder may be brought before any competent
court in England or Luxembourg or any other country where EIB shall hereafter have its legal seat.
USE OF PROCEEDS
The net proceeds of the sale of the Bonds will amount to approximately £135,537,278 and will be
used in the general operations of EIB.
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UNITED KINGDOM TAXATION
The following is a summary of current law and practice in the United Kingdom relating to the
taxation of the Bonds (which for the purposes of this section shall be deemed to include the
Existing Bonds). Some aspects do not apply to certain classes of taxpayer (such as dealers).
Prospective Bondholders who are in any doubt as to their tax position or who may be subject
to tax in a jurisdiction other than the United Kingdom should seek their own professional
advice.
Interest on the Bonds
1.
Payments of interest on the Bonds will be made without withholding or deduction on account of
United Kingdom income tax.
2.
Where a person in the United Kingdom in the course of a trade or profession either:
(a) acts as custodian of the Bearer Bonds and receives interest on the Bearer Bonds or directs
that interest on the Bearer Bonds be paid to another person or consents to such payment; or
(b) collects or secures payment of or acts for another person in arranging to collect or secure
payment of or receives interest on the Bearer Bonds (except by means solely of clearing a
cheque or arranging for the clearing of a cheque),
that person (a "collecting agent") will be required to withhold on account of income tax at the
lower rate (currently 20 per cent.) unless:
(i)
the Bearer Bonds are held in a recognised clearing system and the collecting agent pays or
accounts for the interest directly or indirectly to the recognised clearing system; or
(ii) the Bearer Bonds are held in a recognised clearing system and the collecting agent is acting as
depositary for the recognised clearing system; or
(iii) the person who beneficially owns the Bearer Bonds and is beneficially entitled to the interest
thereon is not resident in the United Kingdom; or
(iv) the interest arises to trustees not resident in the United Kingdom of certain discretionary or
accumulation trusts (where, inter alia, none of the beneficiaries of the trust is resident in the
United Kingdom); or
(v) the person beneficially entitled to the interest is eligible for certain reliefs from tax in respect
of the interest; or
(vi) the interest falls to be treated as the income of, or of the government of, a sovereign power or
of an international organisation; or
(vii) the Bearer Bonds and the interest are beneficially owned by a person falling into certain
specified categories, or one of certain other circumstances applies, in each case as
prescribed by regulations made under the Act.
In the case of each of the above exceptions (except (ii)), further administrative conditions imposed
by the regulations referred to above may have to be satisfied for the relevant exception to be
available. Under the Finance Act 2000, United Kingdom withholding tax (including withholding or
deduction for or on account of income tax by paying or collecting agents) will be abolished in
relation to interest payments on the Bonds made on or after 1st April, 2001.
United Kingdom Corporation Tax Payers
3.
In general Bondholders which are within the charge to UK corporation tax will be charged to tax on
all returns, profits or gains on and fluctuations in value of (including fluctuations attributable to
exchange rates) the Bonds broadly in accordance with their statutory accounting treatment. Such
Bondholders will generally be charged to tax in each accounting period by reference to interest
accrued in that period.
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Other United Kingdom Tax Payers
Taxation of chargeable gains
4.
The Bonds will constitute "qualifying corporate bonds" within the meaning of section 117 of the
Taxation of Chargeable Gains Act 1992. Accordingly, a disposal by a Bondholder will not give rise
to a chargeable gain or an allowable loss for the purposes of the taxation of capital gains.
Accrued Income Scheme
5.
On a disposal of Bonds by a Bondholder, any interest which has accrued since the last interest
payment date may be chargeable to tax as income if that Bondholder is resident or ordinarily
resident in the United Kingdom or carries on a trade in the United Kingdom through a branch or
agency to which the Bonds are attributable.
Stamp Duty and SDRT
6.
No stamp duty or stamp duty reserve tax is payable on a transfer of the Bonds.
SUBSCRIPTION AND SALE
Goldman Sachs International (the "Manager") has pursuant to a subscription agreement (the
"Subscription Agreement") dated 17th November, 2000 agreed to procure subscribers (and in default
thereof to subscribe) for the Bonds at an issue price of 133.847 per cent. of the principal amount of the
Bonds less a combined selling concession and a management and underwriting fee of 0.40 per cent.
of such principal amount plus 86 days' accrued interest. The Subscription Agreement entitles the
Manager to terminate the Subscription Agreement in certain circumstances prior to payment to EIB.
No action is being taken by EIB or the Manager to permit a public offering of the Bonds, or the
distribution of any document, in or from any jurisdiction where action would be required for such
purposes. Accordingly, the Bonds may not be directly or indirectly offered or sold or any offering
circular, prospectus, form of application, advertisement or other offering material distributed or
published in any country or jurisdiction except in compliance with any applicable laws or regulations.
In particular, no representation is made that the Bonds may lawfully be sold in compliance with any
applicable registration requirements and neither EIB nor the Manager assume any responsibility for
facilitating such sales.
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GENERAL INFORMATION
1.
The issue of the Bonds was duly authorised by EIB pursuant to an authorisation of its Board of
Directors on 6th December, 1999 and in compliance with procedures laid down by its
Management Committee.
2.
Copies of the following documents may be inspected at the offices of Allen & Overy, One New
Change, London EC4M 9QQ during usual business hours on any weekday (Saturdays and public
holidays excepted) during the period of 14 days from the date of this document:
(i)
ElB's Statute;
(ii) the annual reports of EIB in respect of the financial years ended 31st December, 1998 and
1999;
(iii) a draft, subject to modification, of the Agency Agreement (which contains the forms of the
Global Bond, the Bearer Bonds, the Registered Bonds and the Coupons); and
(iv) the Subscription Agreement.
3.
The Bearer Bonds have been accepted for clearance through Euroclear and Clearstream,
Luxembourg (Common Code 5549841). The ISIN number of the Bonds is XS0055498413.
4.
The listing of the Bonds on the Official List will be expressed as a percentage of their nominal
amount (excluding accrued interest). Transactions will normally be effected for settlement in
sterling and for delivery on the fifth Business Day after the date of transaction or, in the case of
Registered Bonds, for delivery on the Business Day after the date of the transaction. It is
anticipated that such listing will be granted on 21st November, 2000 subject only to the issue of
the Global Bond. Prior to official listing, however, dealings in the Bonds will be permitted by the
London Stock Exchange in accordance with its rules.
5.
On 30th June, 2000 the Central Gilts Office ("CGO") has ceased to operate. An application has
been made to CRESTCo Limited for the Bonds and the Existing Bonds to be admitted to the
CREST system.
The Bonds and the Existing Bonds will be held and settled in the CREST system.
6.
There has been no significant change in the financial or trading position of EIB since
31st December, 1999 (being the date of its last published audited accounts) and, since such
date, there has been no material adverse change in the financial position or prospects of EIB.
7.
There are no, nor have there been any, legal or arbitration proceedings, including any which are
pending or threatened, which may have or have had during the twelve months prior to the date
hereof a significant effect on the financial position of EIB.
8.
EIB was established by the Treaty of Rome (dated 25th March, 1957).
9.
The members of the Board of Directors of EIB are as follows:
Directors
Jean-Pierre Arnoldi
Lorenzo Bini Smaghi
Sinbad J. D. Coleridge
Isabel Correia Barata
Wedige Hanns von Dewitz
Tony Faint
Iñigo Fernández de Mesa
Sven-Olof Johansson
Rainer Masera
Constantinos Massouras
Noel Thomas O'Gorman
Stéphane-Emmanuelle Pallez
Vincenzo Pontolillo
Administrateur général de la Trésorerie
Dirigente Generale-Capo della Direzione III
Project Finance Director
Consultora da Direcção
Ministerialdirektor
Director
Subdirector General de Coordinación de Organismos Monetarios
Internacionales
Finansr???d, Internationella avdelningen
Amministratore Delegato e Direttore Generale
Director for Financial and Fiscal Policy Affairs
Second Secretary
Chef du service des Affaires européennes et internationales
Direttore Centrale
12
Antoine Pouillieute
Giovanni Ravasio
Kaarina Rautala
Gaston Reinesch
Emmanuel Rodocanachi
Ivan Rogers
Gerd Saupe
Lars Tybjerg
Gert Vogt
Jos de Vries
Thomas Wieser
Directeur général
Director-General for Economic and Financial Affairs
Cabinet Counsellor
Directeur général
Chargé
de Mission
Deputy Director for Europe and International Finance Directorate
Ministerialdirigent
Deputy Permanent Secretary
Sprecher des Vorstands, a.D.
Plaatsvervangend Directeur Financiële Betrekkingen
Sektionschef
Alternates
Gerhard Boehmer
Guy Crauser
Bruno
Deletré
Rudolf de Korte
Annette Moe
Pierre Richard
Philip Rutnam
Kristina Sarjo
Konrad Sommer
Ministerialdirigent
Director-General for Regional Policy
Sous-Directeur Europe et Affaires monétaires internationales
Member of the Board of Directors
Deputy Manager, The Mortgage Bank of Denmark, Copenhagen
Administrateur délégué
Head of Enterprise Team
Senior Governmental Secretary
Ministerialrat Referat E A3
Senior Management
The Management Committee of EIB consists at present of the President of EIB and seven VicePresidents appointed by the Board of Governors on the recommendation of the Board of Directors. As
at the date of this document, current members of the Management Committee and their respective
positions with EIB are as follows:
Management
Committee Members
Philippe Maystadt
Wolfgang Roth
Massimo Ponzellini
Ewald Nowotny
Francis Mayer
Peter Sedgwick
Isabel Martin
Michael G. Tutty
Castellá
Position with EIB
President
Vice-President
Vice-President
Vice-President
Vice-President
Vice-President
Vice-President
Vice President
The address of all of the above is European Investment Bank, 100 Boulevard Konrad Adenauer,
L-2950 Luxembourg.
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EUROPEAN INVESTMENT BANK
100 Boulevard Konrad Adenauer,
L-2950 Luxembourg.
REGISTRAR, FISCAL AND PRINCIPAL PAYING AGENT AND EXCHANGE AGENT
The Governor and Company of the Bank of England
Principal Office
Registrar's Department,
Southgate House,
Southgate Street,
Gloucester GL1 1UW.
London Office
Settlement Services,
Threadneedle Street,
London EC2R 8AH.
COMMON DEPOSITARY
HSBC Bank plc
Mariner House,
Pepys Street,
London EC3N 4DA.
LEGAL ADVISERS TO THE MANAGERS
Allen & Overy
One New Change,
London EC4M 9QQ.
LISTING AGENT
Goldman Sachs International,
Peterborough Court,
133 Fleet Street,
London EC4A 2BB.
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European
Investment
Bank
Printed by g r e e n a w a y s , a member of the ormolu group
London, Edinburgh, Leeds, Manchester, New York, Paris, Hong Kong, Singapore, Tokyo. 129580